


Arachnophilia

by cardiganfiend



Category: The Hobbit (Jackson Movies), The Hobbit - All Media Types, The Hobbit - J. R. R. Tolkien
Genre: Biting, Bondage, Captive Breeding, Cocooning, Durincest, Explicit Sexual Content, Extremely Dubious Consent, F/M, Giant Spiders, Illusions, M/M, Mind Control, Mirkwood, Other Additional Tags to Be Added, Sex Magic, Vampirism, Voyeurism, Webbing
Language: English
Status: In-Progress
Published: 2019-02-10
Updated: 2019-05-11
Packaged: 2019-10-25 17:20:39
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 5
Words: 18,846
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17729489
Author URL: https://archiveofourown.org/users/cardiganfiend/pseuds/cardiganfiend
Summary: Thorin and his nephews are taken prisoner by a secret race of Mirkwood spider queens, who have chilling plans to use their hardy bodies in disgusting and sordid ways and produce a race of mutant super spiders for the armies of Sauron!Enchanted by the spider queen’s magical powers and mind control abilities, how will the heirs of Durin free themselves and escape from their sinister fate in the webs of the underground spider kingdom? And by the time the spiders are done with them, will they even want to escape?Story warning: contains strong language and explicit sexual content, including some noncon and violence. Definitely not suitable for minors, and probably not for arachnophobes either.





	1. Chapter 1

**Author's Note:**

> This is my first time trying to write an actual fanfic, so I'm sorry if it's badly done, full of canon errors and overly ridiculous! Any critical feedback is welcome, but please be gentle with me!
> 
> Straightup I want to say there will be some durincesty noncon, graphic sex, violence, and strong language in this fic, so if you don't like these themes then don't be offended and don't read on. I'll update the notes at the start of each chapter with any more details, so if anything gets extra weird or unsettling then I'll try to warn in advance. But due to the nature of these themes, it is not suitable for minors to read.
> 
> I'll aim to update every couple of weeks. But I haven't done this before so I have no idea what I'm doing and don't really know how long it will take to finish!
> 
> And just so you know... this fic is in homage to all those hot pics of the dwarf boys with all the spider webbing in their hair. You know the ones I mean! 
> 
> Those pics give me... filthy ideas...

Thorin tried to struggle against the thick, webby silk, but it was no use. He was stuck fast, trapped and unable to move his hands from his sides. He couldn’t even reach his trusty old long sword!

“Bilbo? Are you there?”

He tried to call to his little friend, hoping that the hobbit had made it to safety and might somehow free him. He’d seen the burglar skipping off into the woods when the spider had brought him low, and he’d been the last of his company still standing.

If Bilbo couldn’t free them, then they were all doomed.

He tried not to think about what hideous fate awaited him and his precious young nephews. It had been bad enough having the nasty black jaws of the huge spider wrap him in the web in the first place. He didn’t want to think what those monstrous jaws would do if the hideous creature tried to bite him!

He took a deep breath, trying to still his panic. He’d always hated spiders. They were totally gross.

It was okay, he told himself. Bilbo would not fail them. Bilbo would not fail _him_. He would watch from a safe distance, and find the perfect time to strike when the spiders let their guard down. He would save them. Thorin knew it in his heart.

“Bilbo?” He tried again. “Bilbo, please – ”

He broke off in a panic, feeling a hard twiggy leg rake over his face. The spiders had realized he was still awake and had come to finish him off!

“Stop it, get off me!”

The dwarf lord felt his breath coming faster, as something wet and cold bit into his shoulder.

He felt a flood of something viscous and soothing run down the inside of his neck, and the world started to go dark...

...and in the darkness he vaguely realised he was being dragged somewhere on his back, but how far he was taken was a mystery to him...

... and then suddenly he heard a ripping noise and realized the web was being stripped away from him.

There were lights around him, dim and flickering, and many of the largest, hairiest spiders that Thorin had ever seen were standing on their four hind legs and watching him with their beady little eye clusters!

One of them hauled him to a sitting position, and he tried to focus his mind on escape. He still had the sword in his belt, and he appeared to be in an underground cave of some sorts... so all he needed to do was follow the fresh air and he should be able to –

_“Mother of Mahal, no!”_

Thorin cried out in alarm, seeing another pair of cocoons had been opened up beside him. He recognised the dark and fair haired dwarfs at once.

The spiders had his nephews down here too!

“Fili, Kili, are you hurt?”

The two young dwarfs seemed disorientated and sleepy.

Kili shook his head.

“I’m alright, uncle. Where are the others? Where are we?”

Thorin stared around, trying to see the way out, certain that these spiders were watching him with a disquieting interest. He tried to keep the fear out of his voice.

“I don’t know, Kili. I think Bilbo escaped. But the others – I don’t know where they are?”

His eldest nephew shuddered.

“I saw the spiders release them, uncle. They opened up the cocoons, and harried them back out to Mirkwood. It’s just the three of us they’ve kept!”

Thorin frowned, his uneasiness growing.

“But why would they do that, Fili? What do they want with us?”

The blonde dwarf scowled at the eight-legged beasts.

“I don’t know. Maybe these creatures are in league with the wood elves, and King Thranduil wants an audience.”

Thorin growled. His trusted heir was probably right, as usual. Such trickery should have been expected from those pointy eared back-stabbers the moment they’d all set foot into the Greenwood!

“Do you both still have your weapons with you?”

The two young dwarfs nodded, their hands sliding down to where their swords hung close to their hips, and Thorin felt himself reassured. They could still fight their way out then. All they had to do was work out a plan...

“Good day, Thorin son of Thrain. It is good to finally meet a dwarf who lives up to his handsome reputation.”

The dwarf lord turned to the direction of the honeyed words, and saw an incredibly beautiful woman appear from a darkened corner.

She had coal black hair and eyes that glittered like pieces of jet in the low candle light, and was clad in a long black dress. And as she strode sensually towards him, Thorin found he couldn’t take his eyes away from the way her wide, shapely hips swayed with every step.

For if there was one thing that dwarves lusted after more than gold and jewels – it was the long, lean, abundantly fertile bodies of women.

Thorin had never seen a woman who wasn’t stunningly beautiful. It was said by some dwarves, that the plainest of women shone like a diamond next to the comeliest of dwarfs, and Thorin had never seen any evidence to contradict this.

And this woman was anything but _plain._

He swallowed, feeling suddenly wrong-footed. Whatever could someone like this be doing in this spider-infested cave?

“My lady, good day. I’m afraid I do not know your name, nor how to address you?”

The woman smiled, and Thorin noticed her full red lips.

“My name is Portia, my lord. And I am the Queen of the Underwood. And all this that you see before you is mine.”

Thorin stared at his nephews in confusion. He’d never heard of such a kingdom’s existence before.

“I do not know your country, my lady. Are you telling me that you are in charge of these spiders?”

The woman smiled at the three dwarves, seeing their apprehension and finding it amusing.

“Why yes, these spiders are like my children, Thorin. And that is why I had them bring you here. You – and your two royal princes.”

Beside him on the floor, Thorin saw Kili shake his head.

“What do you want with us? Why have you brought us here like prisoners?”

Thorin felt his anger flare too. If this so-called queen wanted a parley, then there were conventions and protocols to follow. Instead he’d been trussed up and bitten like a piece of meat by these horrible, foul creatures!

“Answer my nephew, my lady! What is the meaning of this?”

The woman crouched down before the dwarf lord, and reached a dainty hand to play with his greying hair.

“How long is it since you last _made love_ , Thorin?”

The breath caught in his throat, and he felt his body stiffen. This wasn’t right – for her to touch him like this, and ask these personal questions of him in front of the entire room...

Her hand moved to his face, stroking him with a tender insistence that left the skin under her palm hot and tingling. Her touch was bewitching. Even better than Bilbo’s touch on his bare limbs when they shared their naked bodies in the undergrowth.

“How dare you talk to me like this? Get your hands off me!”

Yet Thorin realized he was making no attempt to remove the dainty hand from his skin, and could see his nephews were staring in shock as they watched this stranger fondle their uncle and king before their eyes.

They obviously expected him to do something.

But the lady’s hand brushed against his mouth, teasing him for his lack of response. She knew he was enjoying this as much as he did.

“My lord dwarfs, please have no fear.”

The woman fixed Thorin with a charming smile, and stood at last.

“The three of you are now my most honored guests in this kingdom, and you shall be treated with the respect you deserve. In fact – ” she fixed both Fili and Kili with a sly wink, “I think the three of you will enjoy yourselves greatly amongst my people.”

Thorin stared at the beautiful woman, hearing the sonorous quality of her perfect voice and understanding that she meant them no harm

But his eldest heir was unconvinced.

“With respect, my lady, we do not wish to be your guests. We are on our way to Erebor, to reclaim our own kingdom for the honor of our people, and we do not want to be delayed any longer with you!”

The woman studied the young blonde with a half smile, and nodded.

“Oh, I insist, Prince Fili. You three will do my kingdom the honor of remaining here until we are finished with you. And I promise you that you will be treated as highly as your rank commands us.”

The young heir to Erebor glared at the woman.

“You mean we will be treated as your prisoners, with no freedom to leave!”

The woman snapped her fingers, and there was a sudden motion from the back of the room, behind the wall of huge hairy spiders.

“You will be treated to a great deal more freedom than you ever had at home, my young prince.”

A tall, willowy woman with ashen blonde hair strode out from the crowd of black spiders and sashayed over to the grumbling dwarf. And like her queen, she was perfectly beautiful in every way, with the kind of curved, sensuous body that male dwarves only dreamt of.

And young Fili stared at her approach with widening eyes, finding his desire to dissent suddenly wilting as the white-haired woman bent down low and gave him a good view of her cleavage.

“Hello, handsome.”

The blonde dwarf’s lower lip trembled.

“Hello... my lady.”

And with a deliberate smile, the platinum siren stroked her palm down the young dwarf’s chest, fixing him with a mesmerizing gaze from her jet-black eyes.

“You don’t mind me doing _this,_ do you Fili? I don’t want you to struggle and hurt yourself.”

The white haired woman reached to her belt and produced a length of sparkling silken rope, which she wrapped around the young dwarf’s wrists while his blue eyes stared back at her unseeing.

“No, my lady.”

Thorin found Kili was staring at him in astonishment, and the brown haired dwarf shook his head in disgust.

“Get away from my brother right now. Let him go!”

But before Thorin could look twice, a flame-haired woman was bending over his youngest nephew and fixing him with the same charming stare.

“Prince Kili, there’s no need to be jealous. There’s plenty of us to go around. You can have a share of all of us in turn, if you really want.”

Thorin stared at the dark haired Queen, seeing her grinning in satisfaction as her ladies bound the wrists of both his nephews, rendering their weapons next to useless.

“What are you doing? What do you want from us?”

The woman gestured around to the army of spiders behind her, and nodded at him.

“The three of you will stay here for a while, Thorin. You will be made most comfortable. And you will ask no more questions.”

“But – ?”

Thorin turned to his nephews, and saw their eyes were closed as the two beautiful women kissed them hungrily.

And inside of himself, he felt a long-suppressed need stir in his groin, as the candles flickered and the shadows danced.

Perhaps the dark haired woman sensed the change in him too, for she was suddenly on the floor beside him again – reaching her hands around his neck, and planting a cool and sensual kiss on his bare skin with those plump red lips.

“What are you – ?”

Thorin felt the question die in his mind as her hot breath tickled on his neck, and her hands began to rake over his body. Down to his hands.

She wrapped something strong and binding round his wrists, but he found he didn’t mind. Not as long as he had her hands on his body.

“It’s been such a long time for you, hasn’t it, Thorin? Well never mind.”

He heard her laughter tinkle in his ear.

“You only have to wait a little longer, and then you shall have me.”

He felt his heart rate soaring as he understood her words, and the promise she was making to him. And in an instant, in her warm embrace, all thoughts of the mountain and his missing company and hobbit fled from his thoughts, and his vision was filled with her gleaming jet-black eyes.

His heart was filled with desire for her body.

And even when she bit his neck – hard enough for it to hurt mightily – he only moaned in contentment, and didn’t notice when the poison took effect and his body hit the floor...

Or that the three strange women stood in unison as the three heirs of Durin lost consciousness, watching them with a quiet intensity, and licking their lips at the rise and fall of their chests as the three lay limp and helpless on the cave floor.

“We shall take them to their webs, sisters.” The Queen purred softly, her voice thick with lust.

“We shall begin once they awaken.”


	2. Chapter 2

**Summary for the Chapter:**

> Thorin wakes up to find the spiders have bound him and his nephews to giant, sticky, gross webs and they are helpless! He also learns a thing or two about the crazy psychic powers that the spider queen has, although she is still playing coy and sussing out her prey. 
> 
> In order to get the best bang for her buck, she obviously needs to know what buttons to press to turn on her bidable little dwarf prisoners, and Thorin obviously has a shedload of erotic issues that she will delight in uncovering...
> 
> Contains some depictions of mind control, bad language, and Thorin's incestuous smutty ambitions.

There was a breeze coming from somewhere beneath him. That was the first thing he was aware of – the warm draft of air ruffling through his hair.

It brought back long-forgotten memories of the great halls of Erebor, and his childhood bedchamber by the great staircase, which had been close enough to the main kitchen to receive the oven’s heat through its painted floor tiles.

The second thing he became aware of – not so pleasant as his old family home – was that he couldn’t move his arms. There was an annoying strand of hair blown into his eye that he wanted to shift, but his hand didn’t move when he tensed it.

“Bilbo? You’re laying on my arm again...”

Thorin opened his eyes, half asleep, and felt his stomach lurch in shock.

He was suspended in mid air, over a huge black void. And he was not alone.

His two nephews were arranged similarly, and the flickering torches that hung in the air around them showed the full predicament of their situation.

His nephews were stuck to giant spider webs!

Thorin turned his head to the side, and caught a glimpse of his own shiny web. Somehow he’d been tethered against the thing with coils of silk, looping around his waist and neck and binding his wrists, knees and legs to the sticky lattice.

And in a flash his memories came back to him – how the spiders had ambushed his company, and the three of them had been taken to the cave with the hairy spider brethren, while the strangely alluring Queen of the Underwood had insisted upon their stay.

Thorin struggled against the bindings, realising that the silky twine was as strong as dwarfish steel yet flexible like wool. It would not break under his muscles. He couldn’t escape from this trap.

He and his two young heirs were prisoners of the spider queen!

“Thranduil, I bet fucking Thranduil is behind this!”

His growling voice echoed around in the silence, louder than he’d intended, and he felt something in the air shift above him. He stared into the shadows high above his head, but there was no telling what was up there, or even how far underground they were now.

There was no telling who – or what – was waiting for him up there.

Perhaps he should have kept his mouth shut.

“Uncle, where are we?”

His eyes snapped back to his young charge, recognising the trepidation in Kili’s voice.

“We’re prisoners, Kili. The spider queen really wasn’t kidding when she insisted we stay with her.”

The young prince’s eyes widened in dismay as he took in their full accommodation.

“Do you think they mean to eat us, uncle? Those spiders? I can’t move my arms to reach my sword!”

But the dwarf king shook his head.

“If they’d wanted to kill us, they would have done so already. They must intend to use us for something else. Perhaps they mean to trade us with the elves.”

He felt his lips curl in anger at the thought of the flamboyant elf king twitting around in his skirts, rubbing his manicured hands together when he heard his dwarf rivals had been taken hostage. His bulging eyes were probably already wagering how much gold he could ransom from the dwarfish nation in exchange for three royal prisoners.

It would almost be better to stay here forever than give that nancy elf the satisfaction of victory!

“What makes you think that, uncle?”

There was fear in his youngest nephew’s voice, and Thorin scowled. He’d told his sister that the lad was too young for this trip, that he was too green, and reckless – but she’d insisted that he come along too. She’d promised him that Fili would look after his younger brother, so he’d be no trouble.

She’d told him if he didn’t bring Kili along, then Fili would feel guilty, and he’d make both her sons feel bad at what should be this happy time for their family.

He studied the dwarf now and wondered whether he should have listened to his instincts. He hadn’t wanted to bring Kili along. Not at all.

He cleared his throat.

“That woman – the queen – she told us we’d be here for a while, Kili. So relax. They’re not going to hurt us. But if they’re not going to kill us, then what other use can they have for us other than to barter? And who do you know in these parts who might have a desire to throw us in a dungeon and ransom us for milky-hued star gems?”

He saw his nephew’s eyes harden as the truth dawned on him, and felt heartened again. He might be young, but Kili was no coward.

“The elf king!”

Thorin saw the frown on Kili’s face, and nodded in approval.

“That’s right. These women must mean to sell us on to the wood elves. But perhaps they have not heard how much gold we have in our mountain, and how much more valuable we would be as their allies – rather than those faithless back-stabbers!”

Kili nodded, his cheeks blushing with anger.

“They will not succeed, uncle! They will not hold us back from taking what is ours, and reclaiming the mountain for our people!”

A sudden vibration ran through Thorin’s body, and he realized the web was shaking. Something up above was causing the silken threads to wobble, and the wobbling was growing stronger.

Something was coming down to them.

“Hush, Kili. Pretend you’re asleep. There’s a spider coming – leave the talking to me.”

His nephew nodded, his eyes flashing alarm again.

And Thorin gritted his teeth, trying to spot the creature that was approaching them in the gloom, and what its intentions might be. He couldn’t see it at first – the darkness above camouflaged its hulking hairy body – but the candlelight shone on its huge fangs as it dropped closer on a silken thread.

It was a horribly large, hairy black spider. And there was someone riding on its back.

The dark haired woman – the Queen of the Underwood – was perched elegantly on the hideous spider’s thorax, with her hands buried deep in its furry neck.

She regarded Thorin with a slow smile as the horrible beast stopped equidistant between the three webs, and nodded her head in a regal greeting.

“My apologies for the rough lodgings, my lord. I am sure it is not what dwarfs such as yourself are used to, but it is too early for you to be moved to... _more suitable_ quarters.”

Thorin snorted, determined that this time she would not befuddle his head with her coquetry. This time she would answer his questions, and tell him the truth of their situation.

“Lodgings? Are you out of your mind? We don’t want nice lodgings – we want you to release us and let us go!”

The woman stared at Thorin with her jet-black eyes, seeming to consider his words.

And as she nodded her head slightly, the giant spider suddenly lunged itself at the web where Fili was hanging, and made for the sleeping dwarf bound in silks in its centre.

A shiver went up Thorin’s spine as he saw the spider’s clawed legs rip through the webbing around his eldest nephew, leaving the dwarf hanging precariously on a single strand of silk, above Mahal-only-knew-what was down there in the vast void below.

The woman turned to Thorin with a curious look.

“Let you go? – you mean, like this?”

Her spider raised a twiggy leg to cut the final strand attached to Fili, and both Thorin and Kili tried to raise their hands in panic, shaking their webs and sending their blonde kinsman’s body swaying in midair.

“No – stop!

“Don’t hurt my brother!”

The spider stayed its leg mere inches away from Fili’s silken lifeline, and the woman turned back to Thorin with a triumphant look on her face.

“I see our lodgings are not that bad then, my lord? Good enough for your favoured nephew, anyway.”

The blood was still pumping loud in his ears, and the light-headed feeling of helplessness made Thorin feel suddenly dizzy.

“Yes, they’re good enough.”

His voice sounded weak, and shocked, but there was little else to say. The woman had made her point well enough, and he didn’t dare argue with her in case she was as stubborn as he was and felt inclined to prove the point further.

And still smirking, the woman jumped down from her eight-legged mount and onto the dwarf king’s web, patting the beast’s double-hinged jaws with obvious affection.

“I’m so glad, Thorin. It would be a shame to lose the pleasure of your nephew’s company before we have even got to know him.”

Thorin narrowed his eyes to stare at Fili’s bound and swaying body, worried what would happen once the energetic and hot-tempered young prince woke up and opened his eyes.

“Don’t leave him hanging like that – please. He could fall, it’s not safe – ”

The woman waved her hand dismissively.

“Nothing will break that thread unless I command it, Thorin. Your nephew is quite safe.”

From his web behind the woman, Kili ignored his uncle’s orders and spoke up.

“What’s wrong with my brother? Why hasn’t he woken like the two of us?”

The woman smiled.

“He’s shorter than both of you, that’s all. He’s still sleeping off the effects of... his entrapment. Cyclosa has obviously worn him out. But don’t worry, he’ll wake up soon enough.”

Thorin heard her words, and shuddered.

“Worn him out with what? What entrapment? Why have you trapped us all down here? Has Thranduil offered you gold?”

But the woman just watched him with her expressionless shiny black eyes, as if his appeal meant nothing to her at all.

“You care for your nephews deeply, don’t you Thorin?”

She edged closer to him along the main thread of the web, and Thorin was again reminded of how helpless he was fastened here like this, with his hands held fast in the sticky glue above his head, and his legs bound tight against the silken strands.

He glanced at Kili, seeing the youth’s dark eyes still watched his brother. His concern for Fili and mistrust of the woman was obvious.

“Yes, of course I do. They are like my own sons – ”

The woman raised a black eyebrow.

“I can see that. They please and disappoint you as all sons do their fathers. But they are not your sons, are they? Yours is a different relationship to that.”

Thorin frowned, feeling suddenly hot at the woman’s approach. He didn’t much like the smooth way her body was gliding up to him on the sticky web, and he didn’t like her tone of voice in talking about his nephews.

“They are my sister’s sons, and my own heirs! And I demand that you release us all right now and – ”

But the woman was already upon him. And with a smile, she reached her dainty little hand to his lips, and pressed her palm firmly over his mouth.

“Hush, Thorin. You talk so much. But there are other ways of letting me know what your feelings on this matter are.”

And before he could react to this new intrusion, he felt a warmth emanate from the woman’s hands, enveloping him in a soft, fuzzy glow of contentment.

The tension and fear seemed to leave his body – as did the memory of why he’d ever been uncomfortable in this beautiful woman’s presence – and he relaxed at the sound of her voice calling to him from inside his mind.

_That’s it,_ _Thorin, just relax. Relax – and show me everything. Show me what you most desire._

The dwarf king’s mind turned lazily to a hazy image, almost forgotten...

The late afternoon sun was beating down, and the summer heat was ferocious. All day they’d been following the stream southwards towards the sun, getting hotter and more exhausted. But how Mahal must be smiling down on them today, to lead them to this perfect little lake by the meadow!

Thorin reached into the cool, clear water to take a drink, and saw the rest of his company were already stripping off to jump into the shallows. He toyed with the idea of joining them, and watched his friends’ reactions with interest.

Bilbo was one of the first into the lake, and the dwarf king noted his small and hairy frame. He’d never seen a naked hobbit before, and the view was pleasantly appealing.

Maybe he would have to try and see more of him later, if the little fellow was interested in some companionship.

And with a sensual smile, his eyes shifted to linger on his nephews, watching as their clothes were quickly discarded to reveal those parts of them untouched by the sun’s gaze. Their bright and spotless pale skin on their chests and stomachs, and the pinker skin around –

Thorin looked away, realizing just where his eyes had lingered and feeling ashamed to take such fascination in the bodies of his sister’s sons.

But was it really so wrong to take an interest in their development? Surely he had every right to assess their maturity and readiness as adult princes within his family? That was all he was doing. There was nothing wrong with that.

He watched in awe as Kili strode into the lake and floated on his back on the water’s surface. The dwarf’s eyes were closed against the brightness of the sun, and his body fully exposed to the stare of his uncle’s gaze.

The sight awoke something in Thorin, and he averted his eyes as the guilty feeling resurfaced.

He shifted them to rest them on Fili, swimming nearby with his face in the water.

His eldest heir was endowed with a more mature musculature on his body then Kili, and was shorter in stature. His body was more typically dwarfish – except for the shocking blonde hair – rare indeed for a male of their people. He’d inherited it from his father, of course. And Thorin had always found it exceptionally enticing on his sister’s husband, before they’d married at least – when the handsome dwarf commoner had been Thorin’s loyal manservant, and had indeed served himself up to all of his young master’s manly needs without any complaint –

Thorin scrutinized his blonde crown prince, watching the rhythmic shaking of his pale butt as the dwarf swam past him in the water.

The sight was hypnotic, and stilled Thorin’s mind to a single compelling thought.

A single curiosity – of how his nephew’s tight little butt would feel under his hand, with its skin cooled so delicately by the lake water, and its shaking hot muscle twisting under his palm...

And to his horror, Thorin realized the sight was awakening more than just his eyes – more than just his memories. He shrank back into the long grasses around the lake, worried that one of his company would notice the highly inappropriate erection he was now sporting.

If he wanted to get in the water now, he was going to have to be careful!

Fortunately for him, the rest of the company were all splashing around, their happy voices all in high spirits, and nobody had yet noticed their sullen leader had not clambered in to join them yet. But they would soon. If he didn’t get in the water, they would all turn on him and laugh until he stripped off like they had.

Casting a surreptitious glance around, he piled up his clothes against their view until he was ready to slip into the water.

It was cool and delicious, and deeper than he’d been expecting.

He couldn’t see more than an inch below the water line, without the view going dark.

An idea came to him, disgusting him immediately, but it refused to go away, and Thorin was forced to entertain it.

His eyes found Kili again, and the dwarf king held his breath.

The handsome young dwarf was climbing onto a small island further out in the lake – crawling up onto a rock on all fours, and Thorin stared openly at his raised white ass and bent back, unable to resist thinking about how his nephew was in the best possible position to be taken by the hips and deflowered with one deep and delicious penetration.

He shook his head. He couldn’t think like this about Kili, no way. This was definitely not right! He didn’t want these ideas in his head about his nephew. It was sick and wrong.

But the hard response of his body told him that a part of him most certainly did want it.

And that part of him had a very persistent voice.

He felt his hand reaching for his erection under the water, and allowed himself a fleeting thought of how good it would be to touch himself like this from between Kili’s bent knees, or above Fili’s squirming butt cheeks...

How good it would be to touch _their_ flesh, and truly assess their dwarfish maturity – assess how ready they were for battle and how strong and vigorous their bodies would be under pressure...

To see how loyally they would perform all the unthinkably degrading demands he would ask of them both.

To test how stoic they would be in stifling the hurt of what he would do to them – because even though he would be gentle and loving with their tight, unbroken bodies, the first tasting of their sweetness could only ever bring them pain...

He wanted to hear their moans as he took them, and judge for himself how well it pleased them to submit themselves fully to their king and liege lord and give themselves up to his pleasure...

It was only right that he should do it.

It was surely what they wanted, even if they didn’t know it yet!

It was the only way to see into their hearts and be sure that they were obedient, and strong, and worthy of him!

Thorin felt his breathing wheeze and knew what was coming. And this time, he didn’t care about resisting. This time, he knew he was right.

I _will_ do it to them.

I will make them both mine, and they will love me for it.

I will teach them what endurance is, and make them strong and hard and fit to rule my kingdom!

Thorin felt himself explode under the water, and heard himself let out an involuntary groan of pure pleasure that he didn’t even know had been building.

And as the cooling water soothed his suddenly flushed cheeks and his eyes found the pale bodies of his nephews, both now sunning themselves on their little island, he felt glad that the rest of the company still lay far away, and nobody knew of his shameful dirty secret.

He shuddered, feeling the last throws of his orgasm dissipate in the cool water.

And nobody but him would ever would know about his incestuous desires either.

He would concentrate his fascinations on the pretty young hobbit, and never entertain these vile thoughts about besmirching his precious nephews ever again!

He felt his mind going blank, and drowsy, as the pleasant sunlight warmed him through and his vision went blank.

And then there was nothing but the woman’s dark eyes – black as jet and burning like hot coals – boring right into his gaze and filling him with horror.

She’d saw his memories!

She’d saw into his thoughts.

She smiled at him and nodded, dropping her hands from his temples and spinning around to face Kili with a flourish.

“Well, Thorin. It has been most interesting to get to know you like this.”

Thorin struggled against his bounds, uselessly as ever. The woman knew what he’d been thinking about his nephews! Somehow – with whatever cursed witchcraft she was using – she knew what he most desired.

And he didn’t trust her with keeping that knowledge to herself one bit!

“You saw nothing! Just a daydream, just a moment – ”

The woman shrugged.

“Sometimes, a moment is all that’s needed, Thorin. Now if you’ll excuse me,” she nodded her head regally, “I think it’s time that Kili and I had a bit of a heart to heart...”

Thorin watched the woman glide away on the web towards his beautiful nephew, and felt a sudden fear clutch at his heart. The woman had read him like an open book, and he was still no closer to discovering what it was she even wanted.

And now she was heading for his youngest heir... and who knew what she would tell him. Who knew what she would do to him?

And as he watched her hips sashay across the web towards his dark-eyed nephew, Thorin only hoped that Kili would keep his eyes on the pretty woman’s face and fail to notice his uncle’s large and throbbing erection...

**Notes for the Chapter:**

> So now the spider queens understand a bit more about Thorin and his many-layered sexual psychoses! There are obvious psychological theses that could be written about this guy, but it's all good for the spider people and their wicked plans for breeding Thorin and his nephews into a battle-ready mutant race of spider drones.
> 
> I obviously have a lot of filthy directions where I plan to take this story, but I'm open to suggestions if anyone wants to see any particular kinks in this fic! Otherwise you're at the mercy of what I want - sorry I mean what the spider queen wants!


	3. Chapter 3

**Summary for the Chapter:**

> So after having his innermost smutty desires exposed to the Spider queen's creepy telepathic gaze, Thorin takes a backseat and lets Kili experience her particular brand of mental stimulation. And what she uncovers is perhaps far more shocking than Thorin and his relatively pedestrian desire for what he can't have, as Kili has gone one step further than his uncle across the big red line that separates fantasy from madness!
> 
> Warning: This chapter contains some sexual content of highly dubious consent which some may view as a bit problematic (and it kinda is), but nevertheless, everyone is still having a good time here, so it's all smiles so far!

Kili kept his eyes trained on the dark haired woman, worried for his uncle. Her hands were gripping his head and she seemed to be whispering something to him under her breath in that soft, rhythmic voice – but it was too far away to be audible.

He’d seen the way these women operated. How the white-haired one had done the seemingly impossible and disarmed his brother Fili in just a matter of moments – before the flame-haired hussy had hypnotized him with her warm caresses and gentle words.

He remembered her eyes – two black and bottomless wells with glistening secrets at their base – and the way that time had seemed to stand still for the moments that she looked at him, until all he’d felt was the sensation of her lips, hungry and hot, drinking in his breath and pulling him further down into that beckoning black mine shaft...

And now this raven-haired witch was casting another spell on his uncle!

Kili regarded the older dwarf, hoping for a sign of resistance – but all he saw was a slow, sensual smile play over Thorin’s lips, as his eyes closed and some new vision presented itself.

Whatever he was seeing, it evidently pleased him greatly – Kili had never seen such an expression on his uncle’s face before, and stared in wonder, startled by the strange sight.

His uncle looked happy. He looked content.

And in all the years of his life, Kili had thought such an expression impossible for a dwarf like Thorin.

He’d seen hints of it before, obviously – whenever his elder brother performed well in training or combat, whenever his brother gave an impressive speech to the other dwarf lords at dinner or made an intelligent suggestion about strategy. Whenever Fili impressed Thorin with his natural athleticism and poise, and left their uncle satisfied that the named heir to their dynasty was a credit to their family. A credit to _him._

Kili had tried himself to earn that same regard from his uncle, but to no avail.

He’d never enjoyed much success in combat training – he lacked the natural strength to ever be a great swordsman – but he’d practiced diligently on his bow until nobody in the Blue Mountains could out-shoot him. He made Fili and his throwing knives look clumsy and slow next to his graceful arrows. And so far on their journey, he’d caught their company dinner more times than the rest put together!

But all Thorin did was mutter that the bow was a weapon for women – and elves.

All of his skills and talents seemed to lie in areas which Thorin did not admire or love, and it stung Kili more than he would ever let on.

And now in a matter of seconds this false woman who had imprisoned them and jeopardized their quest had wrung more of a smile from Thorin than Kili had ever managed in his whole lifetime!

His eyes sought out his brother, seeking comfort in the only person who understood his plight and sympathized.

Fili had always protected him. He’d always stood up for him, and tried to highlight his younger brother’s skills and prowess to their uncle. And even though Kili sometimes wanted to feel jealous of his elder brother, he never could.

Fili was just too perfect, and Kili loved his brother with a fierce pride and admiration that was stronger than his own disappointments. He would never let anything hurt or damage his brother’s perfection. And he had long ago vowed to himself that one day, he would protect Fili in return and prove to the world that they were both equals.

But that day was obviously not today.

Fili’s eyes were still closed, and the scrap of web his brother was tied to dangled precariously on the solitary swaying strand of silk. The dwarf’s body was so motionless that Kili had to inspect his brother’s chest for signs of breathing – the only clue that Fili was alive and well in this monstrous prison.

And without his brother’s blue eyes to calm him, Kili felt the blood rush to his head and felt his arms and legs thrash in futility against his own bounds on the web. As if there could be any way of escape – even if he could loosen his wrists and crawl up the silken ropes to the fresh air and daylight.

“Well, Thorin. It has been most interesting to get to know you like this.”

Kili heard the woman speak and realized his uncle was no longer smiling.

Instead, he was staring at the woman, his cheeks flushed scarlet and his blue eyes wide and afraid. His lips mumbled something, and Kili saw her smile and whisper back – but then she turned on the shaking web line to look right at him.

She met his own gaze head on.

Feeling suddenly vulnerable, Kili held his breath and froze – as if by playing dead this woman would somehow forget his existence.

The woman smiled sweetly and began her advance.

“There’s no need to be scared, Kili. What I’m going to do won’t hurt at all – I promise.”

He saw the blackness in her wide, gleaming eyes and shivered.

“What are you going to do? What did you do to my uncle?”

The woman’s hips swung hypnotically as she strode towards him.

“We were just getting to know each other a little better, Kili. And that’s all that will happen between us.”

She was almost upon him now, and Kili felt his heart suddenly lurch as if he was some tiny mammal exposed in a trap. The woman was beautiful, it was true – Kili felt his eyes more than willing to linger on the curves of her body as the fabric of her dress clung to each one in turn – but there was something not right here.

“Stay away from me, I’m warning you – ”

But already the woman was touching her warm, dainty hands to his temples, and Kili felt the overpowering urge to stare into those deep and bottomless black eyes again...

“Yes, Kili. That’s it. Give in to me. Let me see what’s inside of you – there’s no need to be shy. Show me _everything_ that you most desire.”

He felt his thoughts turn cloudy, and all that lingered in his mind was that one word, scorching and heavy and full of dark secrets...

_Desire._

_All that I most desire._

Kili felt his eyes close as the familiar scene began to unfold all around him again...

He was back in the creaky old attic of the tavern in Bree.

In the rooms all around his, his companions slept soundly, snoring loudly with their bellies full of beer and tossing under the blankets on the scratchy floorboards. He could hear them through the walls, and he wasn’t sure whether it was because the walls were so thin or the quantity of beer his friends had consumed was so great.

He turned onto his other side, uncomfortably hot in the summer night air. The day had been sweltering, and even now the heat lingered nastily in their room under the eaves. Although the music downstairs had stopped playing some time ago, the scrappy curtain allowed the full moon’s white light to pool in the room, and its glare had woken him from his shallow, restless sleep.

And from his new vantage he could see the sheets on his brother’s bed were still untouched, and the bed lay empty in the moonlight.

Maybe Fili had gotten lucky with the pretty, dark-eyed barmaid after all. His handsome blonde brother usually earned the stares and smiles of young women they met without too much effort, but so far it had proved more challenging to convert that interest into the physical affection he mostly craved.

Although, as with most other things, he’d had more success at this than Kili.

Feeling a sudden flicker of annoyance, Kili turned his back on the empty bed and closed his eyes tightly.

But then a sound reached his ears, and he opened them again, confused.

It sounded like his uncle – but the sound was so unusual, it could have been almost anyone. Anyone having a good time, that was.

For in the room next to his, someone was moaning. And it had his uncle’s familiar gruff timbre.

The sound was low and urgent, and accompanied by a creaking sound – of a bed rocking under movement, perhaps – and there was a second voice now too. Babbling something in a continuous stream of speech, of which Kili caught very few words, save for “ _good wood_ ” and “ _Oakenschlong_ ”...

He recognized the second voice at once – it was the curious little hobbit who’d been so uptight around his uncle for days now. He’d probably been nursing a crush on the kingly dwarf the whole time, and had decided that playing hard to get was the best way to stoke his uncle’s interest. And his strategy had clearly worked.

Kili lay in the darkness, listening to the two of them puffing and panting, trying hard not to picture his uncle’s face, reddening and sweaty, as his moaning grew stronger and his self-control weakened with the hobbit’s body now his.

The rightful king of Erebor was so used to getting what he wanted, from anyone he wanted it from, that Kili wondered whether this latest fuck meant anything to him at all. Nobody was out of bounds to Thorin – and anyone putting up the slightest bit of fight probably presented such a challenge to the dwarf’s king-sized ego that it drove him crazy.

Kili listened to the hobbit groan and felt his own bed shake against the vibrating wall.

But that wasn’t true, was it? Not actually.

There did exist a few people who were out of bounds for Thorin. For whom his hands were strictly not allowed to touch, whose bodies were far beyond his reach – for whom even admitting his desire would be a grossly shameful trauma for him to feel.

The idea sent a shock of exhilaration through Kili’s body, as he realized the obvious truth of his newfound discovery.

He might not be able to earn Thorin’s love and affection through his skill and martial prowess – but there was one way he could earn another kind of admiration from Thorin...

The kind of way that would give him real power over his uncle.

The kind of admiration that made his stomach turn in knots, even as he felt his body tingle at the very thought...

For wouldn’t it be thrilling, to feel his uncle’s helpless gaze upon his naked limbs? To feel his uncle’s frustrated desire for his youthful, untouched flesh and know that Thorin could never just reach out and take what he wanted this time round?

To feel that control over his own uncle – who’d all of his life been able to raise Kili’s own hopes and dreams with one flick of his eyebrows – and feel the power to raise that needful part of Thorin that was far more tangible, and far more intimate, and then leave him unsatisfied and alone with his maddening lusts?

Kili shifted under the sweaty sheets, letting his hand stroke his hardening cock, and idly wondering whether he should feel ashamed for what he found himself wanting.

To make his uncle want him – to drive his uncle wild with forbidden desire – and then refuse him? Would it be so bad to want this? To do this?

He heard his uncle moan through the wall – a long, quivering cry of lust – and felt his heart skip a beat.

He decided he didn’t care whether it was wrong or not – not when it felt this good to imagine his uncle’s torment at finding himself subject to his own unspeakable desires...

The only thing that would make it feel better right now was his uncle _watching_ him touch himself like this.

Watching his graceful archer’s hand corrupt himself with these foul incestuous fantasies about arousing his uncle’s lust. And making Thorin watch as his young nephew’s pleasure grew with his own – while the elder dwarf would be powerless to complete his satisfaction and take Kili’s body as he needed – as he had done with so many others before.

Because Kili would not submit to Thorin – not ever.

He would tease his uncle with whatever depravities Thorin desired, but he would never give Thorin what he most craved...

Not even if his uncle _begged_ him for it.

Kili felt his cheeks grow hot, and the skin on his cock grow greasy and slick.

He could almost picture his uncle’s face as he watched his nephew on the cusp now – could see the pleading, desperate stare of the dwarf’s face as he fought to control his own lusts, his own needs, his own craving to take his nephew’s hips and –

There was a feminine giggle outside the door, and Kili dropped his cock in alarm.

Someone was coming. He could hear the footsteps now outside the door – and then his brother’s laugh, happy and blurred, as a key was fumbled in the door lock.

Kili rolled onto his side, away from the fading moans next door, and arranged himself in a sleeping position, unwilling in the extreme for Fili to bear witness to what he’d been doing – and what he’d been thinking!

The door finally opened with a crash, and the drunken pair half fell, half staggered through the doorway and shuffled towards the bed beside Kili.

He heard their heavy breath as they kissed each other roughly and pulled at the clothes that separated their bodies, struggling to undress each other in their stupor.

And frozen in place, he listened as the sounds changed and became more urgent – the woman’s soft giggle suddenly choked off into a moan and Kili felt his cock throb for attention of its own. The two of them were on the bed now – he heard it creak as they lay down, and once more the woman giggled.

“I’m at _your_ service now, Prince Fili.”

There was a shuffling sound, of more fabric being disturbed, then Kili heard his brother sigh in pleasure.

“So let me serve you now, my not-so- _little_ prince.”

There was a wet, sucking sound – and Kili heard his brother suddenly groan in seeming pain – but the woman only laughed again in response.

“If you don’t stop grabbing at me, Fili, I’ll have to tie your hands to the bedposts, and then I could do _anything_ I like to you.”

Kili heard his brother take a deep breath, considering her threat.

“Try it and see. I’ll be able to escape – and then I’ll tie you up. And then I’ll do _everything_ I want to you.”

His brother’s voice was thick and heavy, and Kili could hear he was only half jesting with the woman.

She seemed taken aback with his offer, but then she giggled.

“It’s a deal.”

He heard the two of them kissing again, and yet more fabric shifting and twisting as the woman made good on her promise.

“Take a good look Fili, because I’m going to blindfold you.”

His brother groaned and Kili opened his eyes a crack to see.

The barmaid had undressed his brother and bound him to the bedposts with his own belt as she’d promised – and now was taunting him with a full display of her naked body before she knotted his linen shirt around his eyes.

Kili’s eyes were drawn to her pert young breasts, admiring the way her nipples stood out against their smooth curves in the moonlight. If he had been able to, he would have grabbed at them too.

“But I want to see you!”

“Shh, you don’t know what you want.”

Kili watched as the woman hunched over his brother and lifted his curled erection to her mouth. The sucking sound returned – and Kili saw his brother’s lips part and groan as his hands struggled against the leather belt.

He felt his own erection hardening at the sight of it, and closed his eyes at the confounding scene.

Lying here, like this, with the image of the woman’s naked breasts in his mind and the sound of his brother’s ragged breathing was driving him crazy!

It made him want to do something, but he didn’t know what it was.

Slowly, he moved his hand back to his stiff cock and thought of his uncle.

Maybe Thorin could be tied up like his brother – maybe that would be one way to tease him, and make him beg for relief and make him tell Kili that he loved him –

“Oh, _gods – ”_

He heard his brother’s muttered plea, and felt a tremor of delight run through him.

But the woman broke off from her sucking, and leaned backwards on the bed, away from his brother.

“You know, you’re beautiful when you beg, Fili. And before I let you get it, I’m going to savor this view of you.”

Kili opened his eye a crack and saw the woman was touching herself now in the moonlight, watching his brother’s face as his mouth opened and closed now the stimulation was gone.

“No, don’t stop now!”

But the woman ignored him, and Kili felt a grudging sense of approval. His brother hadn’t been expecting her to prioritize her own enjoyment, and Kili could feel Fili’s disappointment and need from his ragged, pained breathing.

And so could the woman.

Kili watched her face flicker with a half smile as her fingers moved between her legs, somewhere he couldn’t see – and heard her groan with a sudden urgency that made him squirm under the sheets.

It was an animal sound – and it inspired animal lusts in him too. He wanted to throw back his sheets and stride over to his brother’s bed, and bury his cock deep inside the woman and make her his own, while all Fili could do was struggle against his leather belt and listen to the passion he was being denied...

His brother obviously heard her come too, and shifted restlessly atop the bed.

“Please, don’t stop – I _need_ you – ”

But the woman didn’t respond, and Kili saw her eyelids only flutter and her body fall back onto the sheets.

The barmaid had fallen asleep!

Kili frowned to himself in the moonlight, hearing his brother’s whining breaths coming hard and strong – waiting for the woman to relieve him from his desperate bondage.

And Kili knew she wouldn’t – not now. But Fili didn’t yet know she was asleep – he couldn’t see or feel anything from where he lay, except to sense her warmth at the other end of the bed, out of reach and cruelly unresponsive to his needs.

He was still waiting for the hot mouth to return to his cock, and give him what he craved.

And would Fili even notice if the woman’s silky hair on his groin was replaced by someone else’s, as long as the lips sucked on his cock just the same, and offered him the same relief from his desire?

It turned Kili on to think about it, and he slid his hand up his shaft with a sudden thrill.

He didn’t want his brother to lie there, bound and dissatisfied, waiting for a release that would never come – not when he’d got so close to getting what he wanted from this woman.

Fili would be hurt. He’d feel humiliated, and rejected, and alone – and Kili couldn’t bear the thought of his precious brother feeling those emotions – not when there was a perfectly good solution to both of their desires right here...

And before he knew what he was doing – Kili was stealthily emerging from his sticky sheets. He gently took up a position on his brother’s bed, beside the naked woman, and took a closer look at his brother’s helpless body.

Below the makeshift blindfold, Fili’s moustache twitched and his lips sighed.

“What do you want from me? Do you want me to beg you, is that it? I’ll beg for it if you want!”

Kili stared down at his brother’s long, pale penis, emerging from the dark blond hair that covered his groin, and felt his own cock stiffen with the sheer wrongness of it all. What he was contemplating doing was twisted – he was sure of it. And he was sure Fili would disapprove.

Most certainly, Fili would disapprove!

But what could his brother do – tied up and blindfolded, and more drunk than Kili had seen for a long time?

Even if he became suspicious, he would never believe it in the morning light when his hangover kicked in and his memory grew hazy...

Kili reached his graceful hand to his brother’s cock, and slowly – one finger at a time – he wrapped his fingers around the girth of the shaft, taking the time to admire the twin veins that throbbed just under the skin, that even now were feeding the taught, curled shaft and glistening purple bulb of his brother’s malehood.

“Oh, please – do it!”

His brother’s back arched on the bed as he felt the gentle pressure reapplied to his penis, and Kili stifled a groan.

Feeling butterflies in his stomach and a strange dizziness in his head, Kili reached his mouth down to the tip of the purple bulb, and let his tongue have a taste of his brother’s hot skin.

“Yes, don’t stop now – ”

Fili’s hips squirmed as Kili licked him, and Kili felt his own need throb through him, stronger than ever.

With his brother like this... in this position, it would be so easy to use him in other ways –

Shaking his head to force away such a dark idea, Kili closed his eyes and let his brother’s movements guide him to the right speed and pressure. And like with everything else in life – in this Fili was easy – and Kili’s eyes kept returning to his brother’s face, watching his head roll from side to side as his lips gasped for air.

“Oh, yes – that’s it! Like that! That’s so good, I can’t, I can’t – ”

Kili felt his brother’s body shudder and knew what was coming now. He felt a slight hesitation, unsure if he wanted to accept what his brother was going to give him if he remained with his lips around that throbbing shaft...

But he’d already breached so many boundaries of proper behavior for one night – what was one more?

He heard his brother’s moans rise in pitch, and saw his hands jerk in vain against the bonds on the bedposts – but nothing could stop Fili’s reaction now.

The bitter, salty taste of his brother’s seed filled his mouth, and slid down his throat, and Kili swallowed thickly to try to remove the pungent taste from his tongue – finding that it stuck to the back of his throat and lingered.

He heard his brother gasp and shudder beneath him, and felt the dizziness in his head as he realized what he’ just done...

And dumbly, he let his hand go to his own cock, and let himself feel the full force of his wicked enjoyment of his brother’s sweating body.

And with the taste of Fili still on his tongue, he shed his own seed onto the bed between his brother’s thighs, choking his own groan down and throwing his head back as the powerful shockwave took him.

But his brother didn’t seem to notice – not now anyway. Maybe in the morning, he would wonder about the sticky wet patch on his bed, given that the barmaid had drank his own load down – but then again, maybe not.

For now, his brother just lay there panting, with a slow smile stretched across his face.

“Are you going to release me now, can I have another look at you?”

Kili smiled at the thought, and traced the back of his knuckle across his brother’s cheek. And then, with all the grace he could muster, he stood carefully from the bed and sank himself back to his own mattress and sheets.

And from Fili’s bed, all he heard were gentle snores.

He closed his eyes, allowing himself a few deep breaths, and shuddered.

If only Thorin could have watched that.

He smiled to himself in the darkness.

Yes, if only Thorin had been there to see it and watch. There would be no better way to tease their uncle than for him and his brother to show him what they were capable of – to show him what they could do to each other – and let him look all he wanted but never let him touch…

And soon the sleep overtook him at last...

...until the blackness shifted, and collapsed, focusing itself in the two wells of the woman’s dark eyes.

And like a hammer-blow, the full reality of Kili’s position returned in an instant, and he remembered exactly where he was, stuck fast to the web above the spider’s chasm, with his brother and uncle imprisoned beside him....

“Uh, what have you done to me?”

He struggled against the woman’s hands, and to his surprise she released him.

Her voice was like the sweetest of candies.

“Relax, Kili. I have only looked into your memories to see your desires. _All_ of your desires.”

The woman smiled at him, and Kili shivered, feeling his face freeze in dread just as his uncle’s had earlier.

“No, please. I don’t want them to know! Don’t tell them, please!”

He heard his voice begging, even as his eyes broke free from those dark pools to fall on his brother’s sleeping body.

“Don’t tell _him.”_

The woman nodded, understanding, and flashed him a white smile.

“I am your friend, Kili. Please understand this. I am not here to hurt you – I am here to make you happy. We are here to make all of you happy, but first we must learn what it is that you all want. I’m sorry if this causes you distress.”

Kili shook his head, feeling the tears welling up in his eyes.

“I’ll do anything you want, just don’t hurt him. Don’t hurt either of them.”

But the woman was already striding away from him, and Kili only felt the helpless tears of shame roll down his face and fall into the deep, black pit that was waiting for him at the bottom of the abyss he now stared at.

**Notes for the Chapter:**

> Well, I hope Kili hasn't bitten off more than he can chew with his crazy schemes to enact psychological vengeance on his uncle by dragging his brother's good name into all this filthy smut - but no doubt the spider queen will find some way to make some incestuous hay with it all.
> 
> And let me tell you in advance I'll probably not post anything up next weekend. I'm going on vacation midweek, and it's pretty unlikely that I'll get the next installment ready before I go, so there will be brief hiatus here. 
> 
> But I will be back soon, to give you some thoughts from the inside of Fili's spider-queened memories, and plumb new lows of mpreg depravity when the three spiderqueens let the boys in on their dirty secret purpose!


	4. Chapter 4

**Notes for the Chapter:**

> Guys, I'm sorry for how long my 'brief hiatus' turned out! It's hard to get back in to the habit of writing when you fall off the smut wagon. But now I am up, and those wheels are spinning merrily through the filth!
> 
> And despite my absense, Thorin and his nephews are still trapped deep in the bosom of the Mirkwood spiderqueen's lair - and so the question in Queen Portia's mind must turn to Fili - who she hasn't been up close and personal with yet - and how she can use his desires to manipulate these three fine dwarf specimens into becoming her eager brood slaves. 
> 
> And we may wonder too - how indeed?
> 
> All will be revealed soon enough, my twisted sisters. For now, let's take a trip down memory lane wih Fili as he recalls a personal encounter of his own...

Without another word, the spider queen turned to regard her prey.

The fabled dwarf king of Erebor was staring at her darkly, his face twisted into a mask of suspicion as he saw the effect she’d had on his brown haired nephew.

The youngest dwarf was trying hard not to weep, and Thorin was trying his hardest to ignore the lad’s disgraceful show of emotion in front of their enemy, but both dwarves were powerless to stop her now. And the king seemed to know he was beaten, merely shaking his head in agitation as she strode back to the big hairy spider and turned to fondle her faithful pet.

“Bring me the blonde one. Bring him to me now.”

The dwarf king’s eyebrows squirmed as the spider reared onto its four hind legs and leapt for the sleeping dwarf.

His favored nephew still hung by a solitary thread over the abyss.

But the king needn’t have worried. The queen’s steed was the most acrobatic of his entire brood, and caught the little blonde dwarf delicately in his front legs, landing with perfect agility before the woman, and dropping his gift at her feet.

The spider queen nodded graciously, and patted the athletic arthropod on its dripping mandible with a playful tap of thanks. She stooped down to where the chosen heir lay bound in silks on the carpet of his brother’s web, and nodded her intentions over to the dwarf king.

“And now I shall see what this one most desires, like I did with the two of you. I’d wager you would love to know yourself, Thorin Oakenshield, but you’ll have to watch and wait for now, and try and keep your passions to yourself.”

The queen studied the king’s favored nephew with evident curiosity, taking in how different his pale features were from his two close relatives. The blonde eyelashes of the little dwarf were flickering quickly, and his lips were parted, sucking in air through uneven breaths.

Some memory was upon him, and she could see the mixed emotions it evoked flitting past on the fine features of his face.

The spider queen smiled to herself, and skimmed one slender hand along the right cheekbone of the dreaming blonde, feeling her way to the softer spot by his temple.

She pressed the tips of her fingers into his skin, and watched his dream directly...

...

Fili felt his heart pound as he walked through the darkened corridor to his combat master’s studio. He knew why he’d been summoned, and knew well enough that this experience was not going to be a pleasant one – for him or for Dwalin.

He still felt the lingering headache from all of last night’s beer, and hardly felt up to facing this ordeal right now. He wanted nothing more than to retreat into his soft and downy bed sheets and close his eyes, and forget all about that accursed party and the free-flowing ale.

But the message he’d received that morning had told him to be at the studio at sundown, and so all day long Fili had felt the looming threat of his punishment bearing down on him. And with May Day fast approaching and the days growing long and hot, he’d been worrying for hours about what awaited him.

That was surely part of the plan. To make him suffer in anticipation before he was formally castigated.

He arrived at the heavy wooden door and took a deep breath, steeling himself, and knocked on the door before he had a chance to reconsider.

“Enter.”

He heard Dwalin’s gruff voice in the room beyond, and felt his heart sink.

He opened the door and trod a deliberate path into the room, trying to keep an iron control of his limbs lest they exposed his fears for his master to see. After all, nothing would displease Dwalin more than to see any trace of fear in his young charge’s eyes, and Fili didn’t want to make his situation any worse.

Dwarves were not supposed to show fear, not ever.

And a dwarf of the line of Durin was not supposed to even _feel_ it.

Yet nevertheless, Fili felt his heart pound and his thoughts twist into dark and foreboding shapes at the sight of the scowl on Dwalin’s face.

His master looked _very_ displeased.

And without a trace of emotion in his voice, Fili met those stern grey eyes and nodded.

“You sent for me, my lord.”

Dwalin was sitting at his desk in the corner of the room, his reading glasses perched over his nose and some old papers strewn over his desk by a large wooden box. The candlelight nearby shone from the glasses and off the shiny pate of his bald head.

In a different set of circumstances, the effect of his dark hairy brows framing those tiny spectacles would have been almost amusing, but Fili didn’t dare dwell on that thought right now.

His combat master dropped the writing quill and stood up to address the young prince. His towering height and physical bulk threw Fili into shadow, and forced the blonde to look up at his master.

“I did indeed, Fili. I trust you know why you are here. Or do I have to spell it out for you?”

Fili shook his head, and stared at the papers on the desk.

“I drank too much at the ambassador’s birthday party last night.”

His master was staring at him expectantly, the beetle brows still furrowed over the glasses like two huge hairy caterpillars.

“And...?”

Fili drew a deep breath. It was humiliating even to say these things out loud, now that he’d sobered up.

“I... um, tried to hit on the ambassador’s daughter.”

“A young dwarfmaid of excellent reputation. You disgraced her in front of everyone with your boorish attempts at seduction.”

Fili nodded, still wincing from the memory.

The ambassador’s daughter was beautiful and cultured – with many dwarves from all over the Blue Mountains vying for her hand in marriage, as well as many from her home in the Iron Hills. She regularly received rubies and diamonds from would-be suitors, and sent their love letters back unopened, as if they were beneath her to even handle.

But last night, in the middle of the ballroom, Fili – dared on by Kili and the rest of their drunken friends – had tapped her on the shoulder, grabbed her by the waist, spun her round and asked if she would like to see his longsword – as it was harder than diamonds and more likely to put a ruby smile on her “sweet cheeks”.

She’d given him a look that one might throw a particularly virulent cockroach, and promptly tipped the wine from her goblet over his head without a single word.

And Fili had stood there, dripping with red wine, whilst the fiddlers ceased their playing and all present turned round and stared at him in astonishment – with only the sound of Kili’s manic giggling breaking the stunned silence of the guests.

“Yes, my lord. I disgraced her – and myself – in front of all my uncle’s guests.”

His combat master nodded, bidding him to continue.

“And she spoiled my best shirt.”

The hairy caterpillars arched menacingly.

“And so I... sought comfort with the serving girl from the village.”

“Whose elder sister is married to the village guildmaster!”

Fili sighed.

“Whose sister is married to an important man in the village guilds.”

Dwalin snorted.

“Go on.”

“And I... I mean, my uncle... found us in the back stairway off the main hall.”

“Your uncle found you both in some state of undress, Fili. In the back stairway off the main hall.”

“Yes... that’s true. We weren’t fully dressed when he found us. And he wasn’t very happy about it.”

Fili’s cheeks burned hot at the memory of his uncle’s angry red face honing into view over the pretty girl’s bare shoulder.

He’d been so close to getting his way with the comely young woman – Janet, or Janis – that was it. She was young and pretty, and hadn’t seemed to mind she was almost twice as tall as he was.

Fili had been making his way to the washrooms to rinse the red wine from his face and clothes – with all eyes in the ballroom following him and the room hushed in shock, when she’d ambushed him en-route and offered to clean him up.

And she’d done a good job of it too.

She’d pulled him to the back stairwell, and stripped him of all the wet clothes he’d been in – which was obviously most of them.

And she’d whispered that he was handsome, and not to let the bearded dwarf-bitch make him feel bad.

And so he’d told her all about his family – how they were the rightful kings of the far-off city of Erebor, and were actually fabulously wealthy, with a dwarf bloodline of unparalleled nobility, and that one day – one day soon – they would reclaim all that was theirs, and nobody, especially not some jumped-up hagmaid from the Iron Hills – would ever doubt them again.

The girl had smiled and told him to take her with him, and he’d wondered where the punch line was to her joke. She was nearly twice his height, and comely herself.

But she’d just laughed and said that height doesn’t matter so much when you’re both horizontal on the floor, and Fili had understood what she wanted well enough then, and had been more than willing to give it to her.

He’d never been with a woman before. He’d never been with _anyone_ before. And when she’d let him run his hands up her warm body and reach for the soft parts that held such fascination for him, he knew he couldn’t stop now. And she didn’t want him to stop. And he’d only just removed her dress and taken one of her heavy round breasts in his hand and brought it to his mouth when...

“Your uncle was _very unhappy_ , Fili. He’s been trying to maintain your family’s status all this time in the Blue Mountains, and prove that yours is still a bloodline of kings even without Erebor. And you acted more like a lusty beast than a scion of nobility. An unmarried dwarf must show restraint in these affairs, no matter how difficult it is. A dwarf of princely status must stay pure for his bride. You know all this.”

Fili caught Dwalin’s eye, hearing the note of accusation in his old master’s voice and feeling stung by it.

“I shouldn’t have drunk so much, Dwalin. I shouldn’t have said those things to Amelia. I have written already to her and her father, and apologized. And I will send a message to... uh... Janine, and her family, begging their pardon too. Next time, I’m going to stick to water.”

His master was nodding his head, a look of approval on his face.

“I’m glad you have done these things, Fili. I know you’re a good lad. I know how hard you work, and you deserve to have fun, just like everyone else.”

Dwalin shook his head.

“But you’re _not_ like everyone else, Fili. You’re your uncle’s named heir, and you’re a descendant of Durin. When you behave like a common tavern-dweller, you make Durin’s name command less respect for your whole family. And so your uncle has assured the ambassador and his daughter that you will be punished.”

Fili felt the shame burning inside of him again.

“I’m sorry, Dwalin.”

His master’s voice softened a little.

“I know you are, Fili. And I’m sorry too. I’m sorry I have to do this.”

He met Fili’s eyes and removed the spectacles. The effect made him look harder somehow, and meaner.

“Our hosts in the Blue Mountains – they pressed your uncle to let the ambassador set your punishment, Fili. I want you to know that. This isn’t your uncle’s decision – I don’t think your uncle was happy at all. But he could not change the ambassador’s mind, and our hosts in the Blue Mountains care little for your uncle’s feelings.

The young dwarf could see the sadness on the old warrior’s face, as he had to recount how far his king’s star had fallen in the eyes of their people.

“Your uncle has commanded me, Fili, to enact this punishment. I am his kinsman, and he is my king, and as your combat master I am responsible for your discipline. So I have no choice but to obey him. I want you to know that. If you were my son I wouldn’t – ”

But the old dwarf broke off.

And Fili heard the bitterness running through his master’s words, and felt his shame finally overcome his fear.

Whatever punishment the ambassador had devised – and Fili knew the Iron Hills lot were capable of quite vicious acts of vengeance when their pride was at stake – it couldn’t be worse than this feeling that he’d failed his old friend, and had pushed Dwalin into doing something dishonorable to appease some sketchy sense of justice.

“This is all my doing, Dwalin. I accept that. I accept the ambassador’s punishment, and accept that it is you who are appointed to deliver it.”

Fili lowered his gaze to the floor, not wanting to meet the old grey eyes.

“I won’t make this harder for you than I know it is.”

But his master stood staring at him a moment longer than normal, and Fili wondered what was so wrong that Dwalin was behaving like this. He’d had to discipline Fili many a time before – with a sharp crack of the cane across his palms – for all kinds of things. For dropping his sword, or being afraid, or showing disrespect to any of his elders. For crying out in pain whenever a blow in training hit him harder than intended.

It was Dwalin’s job to ensure Fili was modeled into an appropriate form for a dwarf warrior – for a dwarf prince – and his master only applied occasional punishment for Fili’s benefit, when Fili was weak, or when Fili needed correction. There was no cruelty to it, and Fili had never taken it personally.

But this time the old dwarf wouldn’t look at him.

“The ambassador says the punishment should fit the crime, Fili. He wants you to take this lesson close to heart.”

Fili felt his heart race again at his master’s words, and tried to still his breath.

“Tell me what I am commanded to do, Dwalin. Let’s get this over with quickly.”

The old dwarf nodded and sighed.

“Aye, lad. Although I’m not sure it’ll be any easier for you that way.”

The old dwarf eyed Fili and shook his head.

“Strip off.”

The young dwarf saw the dark look on his master’s face, and trained his features into a mask of blankness. It was the regular mask he wore when his master told him to undress.

The two of them had been naked together many times before – in the showers, in the sauna, in the cold waters of the cavern pond where Dwalin had taught Fili to swim.

But evidently Fili was the only one stripping off here.

He’d expected there would be pain to this punishment. And it seemed he was not wrong. How many lashes had this spiteful petty dwarf lord requested for him?

The young dwarf reached for the buttons on the back of shirt, and pulled it over his head without a word. He unlaced his boots, and unlatched the belt buckle from his pants and let them fall onto the floor in a heap around his ankles.

He stepped out of the clothes, feeling the chill of the drafty studio on his naked skin, and noted that Dwalin would still not look at him.

“I am ready, Dwalin. What is his punishment?.”

The old dwarf turned away, and sat himself down in the chair.

“Come closer, Fili. And let me explain.”

Dwalin beckoned over, and Fili came as bid, his unease deepening.

“The ambassador notes that you have trouble restraining yourself when in the company of females. It’s not uncommon in dwarves your age – your younger brother shows signs of following in your footsteps too. But it won’t do for either of you, and your elders want it to stop.”

Fili stared at the back of Dwalin’s bald head, watching his long dark hair shake as the dwarf’s voice rose and fell. His combat master kept his eyes on the painting.

“And so Fili, the ambassador has bid me give you _correction_.”

The old dwarf spun round, and stared at Fili with a fierce look of anger, that shocked the younger dwarf to the core.

“Since you so obviously crave physical release, he has bid me instruct you on releasing that craving.”

Fili met the fury in Dwalin’s eyes, and shook his head, not understanding if the rage was directed at him, or at something else.

His combat master saw his confusion, but there was no sympathy for him in the cold grey eyes.

“Come here Fili, and lie across my knee.”

Fili felt his stomach do a somersault. Yet the steely grey eyes held no trace of humor.

“Dwalin... I –”

“Come on, lad. You heard me. Lie down across my knees and face the floor.

“But – ”

But the look on Dwalin’s face made Fili hurry to comply with the bizarre request.

And so the young prince spread himself across his combat master’s knee – his bare ass in the air – and his head and arms an inch or two from the floorboards. The position was not a comfortable one – Dwalin’s sturdy thighs were pressed into his chest, and his knees were pushed awkwardly against the chair in an attempt to stay balanced.

He felt vulnerable and exposed, and suddenly worried as to the nature of this penance. Worried – but curious despite himself.

“Dwalin, what – ”

“I am going to issue you with correction, Fili. And I have been told to be firm with you. So for Mahal’s sake, be quiet and take this like a dwarf, and quit with your questions.”

“But – ”

And before Fili could protest, he felt the shocking sensation of his combat master’s fingers on the skin of his butt cheek – hesitant and gentle – exploring the curve of his buttock and tracing across the swell of flesh.

Fili’s mind froze.

There was no punishment here – his master’s hand was gentle.

The feeling was wonderfully sensual, and utterly arresting – he found himself almost gasping with disbelief as his master enclosed his palm over the full cheek and squeezed admiringly at the texture.

“Uh, Dwalin?”

Fili heard how high pitched his voice was, and realized there was fear in his voice.

Was he really afraid of this? Of being touched like this by his old combat master?

But at his words, the palm was removed and Fili felt the cold air against his warmed skin.

Until there was a crack – and in an instant, the palm had returned.

His butt cheek stung with a burning pain.

Dwalin had smacked him!

On the same butt cheek he’d just been caressing!

The impact sent a shockwave through Fili’s entire body, and he nearly hit his head off the floor.

“Ow!”

He sucked the air in angrily, feeling a flash of shame as he felt his butt vibrate with the blow.

“Silence, Fili. Don’t make this harder on yourself. I’ve been instructed to teach you a lesson here, and crying about it won’t help.”

The hand was back on his butt again, and Fili squirmed under Dwalin’s grip, trying to breathe easier.

His master was caressing the muscled flesh again, with one index finger tracing its way lightly across the rim of his buttocks, back and forth.

And as soon as he became aware of that finger, Fili wondered intensely where it was going.

“Uh, Dwalin – what are you going to – ”

But there was another slap of Dwalin’s hand across his butt, and Fili winced in pain, choking back his words as he felt his skin aflame.

He wiggled helplessly over Dwalin’s thighs, and as he did so – he became aware of something most alarming.

His body was responding to the caresses, in the usual way it did when something pleasant brushed against his intimate body parts.

And suddenly Fili’s mind reeled in shame.

No – this couldn’t happen!

He couldn’t be getting aroused by his combat master’s calloused old hand on his butt – what would that make him?

But though he tried as hard as he could to will the feelings away, he realized he could not.

The finger was teasing him, toying with him – and Fili knew his body wanted more.

In dismay with himself, he heard a groan escape his lips – and instantly tensed. Dwalin’s finger paused where it was, and Fili heard his master’s intake of breath.

And then his master’s voice, low and curiously tight.

“I know you like this, Fili.”

The young dwarf shifted uncomfortably against the pointed finger.

“No, I don’t – stop it, Dwalin. I don’t like it.”

The finger prodded into his flesh – deep enough to be sore, as if accusing him of the untruth they both knew he’d uttered.

“Don’t lie to me, Fili. If you lie, you’ll be punished.”

Anger flared within the young dwarf’s heart – and a sudden boldness.

“Aren’t you punishing me now?”

But without warning, Dwalin’s other hand moved onto Fili’s body, eliciting a cry of alarm from the blonde.

Dwalin had reached between his knees, and taken hold of Fili’s stiffened cock.

And with an indecent familiarity, his combat master’s hand was sliding up and down on the growing organ, and Fili’s mind spun into a blur.

He felt the blood drain away from his face as he closed his eyes, and felt the wickedly sensual joy of his master’s stimulation. His master was good at this – better than any of the women Fili had managed to half-seduce – and his body was responding in the only way it knew how.

The pleasurable sensation was no match for whatever protestations Fili felt he should be making.

And underneath him, he sensed Dwalin shift his own body, seeking to relieve the weight of Fili’s body from his own stiffening self.

“You’re a good looking lad, Fili. I’ve always thought that. But now you’re of-age, and you have a grown dwarf’s body. A warrior’s body. A body I built for you.”

There was an admiration in Dwalin’s voice that made the hairs on Fili’s skin stand on end. A tremor in his master’s voice, that hinted of the level of control it took his old teacher to refrain from giving in to whatever powerful feelings were swirling around in his breast.

And all Fili could do was lie across Dwalin’s knees, feeling utterly helpless to stop whatever his master intended to do to him. And unsure whether he even wanted it stopped, or whether he wanted something more.

He felt his body relaxing from his master’s insistent tugging, and realized that he was panting himself now.

He couldn’t deny he was enjoying this. Dwalin could see, hear and feel it all for himself – and Fili was powerless to stop the old dwarf from deepening that pleasure, with every prod and every caress.

“I was told to deflower you, Fili – to teach you what it feels like to be a woman.”

Fili felt Dwalin’s hand move lazily across his butt cheek to the dip between the two cheeks, tracing a line slowly down the crack between the two hemispheres, hinting at what he meant – what his body wanted to explore in Fili’s.

And the young dwarf gasped in surprise.

“Not that, Dwalin. Please.”

Panic was starting to take over his chest, as the horrible implication played out in his mind – of Dwalin grabbing a hold of his hips and taking something he had no right to...

“I don’t want to hurt you, lad. But they gave me orders...”

The old master’s hand squeezed meaningfully on Fili’s cock, and the young dwarf felt a wave of dizziness wash over him.

“Do you like this better, Fili?”

The young dwarf groaned.

“I feel dizzy, Dwalin. I can’t breathe.”

The combat master patted his cheek softly.

“Then get up, Fili. Get up, and get on the floor. On your knees and elbows.”

But despite Dwalin’s release, the young prince was unsure about clambering off his perch, and lowered himself to the floor on all fours with some hesitation. His body was more accessible like this – more accessible to the one thing that Fili didn’t want, and he was worried.

But as he had been taught, he was ever obedient.

He heard Dwalin unbuckle his pants, and the heavy fabric dropped to the floor behind him.

He felt the hot, long shaft of Dwalin’s cock prodding up against his butt cheeks, and gasped.

Fear set in, and he tried to climb to his feet.

“No – please!”

But Dwalin’s arms were around his back, forcing him to stay on the ground. And Dwalin’s hand was over his mouth, blocking his breath and choking off his words. And the hard, hot cock was pressed against his flesh, and Dwalin rocked his hips against Fili’s.

“Hush, lad. I won’t hurt you. I won’t do it to you – not unless you want me to.”

Fili took a deep breath, his heart still racing. He tried to speak, but Dwalin’s fingers were now in his mouth, and all he could do was groan as he felt his masters hips slowly grind against his own.

And then, as Fili’s eyes closed and he tried to gather his thoughts, he felt the other hand that was pinning his shoulders down slide sensually down his back.

His master stroked the palm down his hip, and gently returned his stimulation to Fili’s cock.

The young prince sighed in pleasure, and Dwalin’s fingers pressed deeper into his mouth.

“I want to release the craving from your body, Fili. I want to teach you how to be satisfied.”

Fili felt his elbows tremble as the constant coaxing on his cock made his whole body turn rigid.

“Do you want me to satisfy you, Fili?”

The young dwarf could only nod – powerless to speak, and powerless to escape.

Powerless to deny the desire he now felt inside of him, and the knowledge of what his body was about to do. He was about to blow his load all over his combat master’s hands, and he was acutely aware that the fact should be shameful to him.

It would have been shameful to him a few minutes ago.

But right now he didn’t care.

He tried to wiggle free of Dwalin’s tight grip, but doing so only brought his hips closer to the huge, throbbing cock that waited beside his butthole – and its presence still filled him with a breathless fear in the pit of his stomach.

The fear that Dwalin might forget his promise and lose control of his actions – and decide to experience how Fili’s young warrior’s body felt like from within.

The fear that somewhere in the back of his mind, Fili wanted it that way.

The fear that it would hurt, but it would be a good hurt and it would make him feel pleased. And maybe make him feel like he wanted it again. And what would that make him then?

“Dwalin – ”

Fili mumbled his master’s name, trying to alert him to what was happening, but his breath only came in gasps now, and he realized it was already too late.

“Yes, lad – go on. Let go. Let it out.”

“Uh – ”

Fili heard his groan, and felt the hot cream come flooding through his shaft, bubbling up and seeping all over his master’s hand, spattering on the floor underneath them. His elbows weakened, and gave way, as he cried out from the sickening pleasure of it all.

He lay there for a few moments afterwards, trying to reframe his thoughts, and hearing his heart thump in his ears.

Dimly aware of the sound of Dwalin rebuckling his pants, he turned round in surprise.

“Don’t you want me to..?”

Fili’s eyes fell to the bulging cock now hidden away behind the fabric, and the stern old master shook his head.

“I will take my own release in my own time, Fili. Some of us have _self control_. Something which you are lacking.”

The old dwarf stood up.

“And it’s now my job to teach you. Every time you feel these urges for women and dwarfmaids, you are to come to me. For more of this. Until you learn to master your urges. Until you learn to control your fears.”

Fili’s eyes widened. He’d thought this was a one-off – an unusual punishment to shame him into forgetting about girls, and give the ambassador something to laugh about with his crazy Iron Hills crowd. He hadn’t banked on it being a regular therapy session!

“How long am I – are we – supposed to do this, Dwalin?”

But the steely glint in his master’s eye told him everything he needed to know, and Fili felt his heart flutter once more.

“Until you cast your fears aside, Fili. And you know what you must do to prove that.”

Fili swallowed, his mind going blank again.

But his master just laughed – for the first time that evening.

Old Dwalin bent down to pick up Fili’s discarded clothes, and threw them casually at the dazed young blonde.

“Away you go, lad. Get some sleep. And for Mahal’s sake, stick to lemonade next time.”

And without another word, Fili scrambled to dress himself, and practically ran out of the studio – fumbling around in the near-dark to find his way through the mountain and back to his sleeping quarters.

And even when he got into bed, his heart was pounding. And instead of the faces of the girls, women and dwarfmaids that flitted behind his eyes most nights – his vision this time was full of Dwalin’s thick, long cock, coiled and ready to spring for him – waiting to break him open with its huge round head and pump him full of his combat master’s hot fluid.

And to his mind’s dismay, his body found the vision most appealing – and Fili found himself clutching his own cock in an imitation of Dwalin’s expert grip, and wondering just how long he would have to wait before Dwalin made good on his thrilling promise and began to explore his best student’s body from the inside out...

...

The spider queen removed her palm from the still-sleeping blonde, and smiled.

A dark plan was already forming in her mind, and she couldn’t wait to tell her sisters all about it. They were ever so excited for the egg-laying season, and now it seemed they could have some real fun with these poor, sex-starved dwarves and show them a thing or two about real depravity.

She licked her lips, studying the blonde for a second more, before she turned to speak to his waiting relatives.

The brother was glaring back at her, his eyes wide and hurt – while the dwarf king looked like he would murder her with his bare hands, if only he could escape his webby prison.

She met the eye clusters of her fanged spider, and waved her hand.

“Let’s fetch your siblings, Mr Fluffles. It’s time to take these dwarfs upstairs and find them more comfortable chambers.”

She saw the dwarf king’s eyes widen in surprise, and gave him a wink as she climbed back onto her eight-legged steed.

“Tomorrow we will get better acquainted with each other, my friend – and you and your nephews will need your beauty sleep for the big day.”

And before Thorin Oakenshield could begin to contemplate what the spider queen’s promise meant, Mr Fluffles was already lifting her away on a silken thread, and all that remained behind of her was her tinkling laughter, echoing round and round the abyss – and round and round the dwarf king’s head for some time after.


	5. Chapter 5

**Summary for the Chapter:**

> Thorin awakens from a restful slumber, but remembers he is still trapped in the subterranean spider lair with no way to get word to his dwarf friends in the world outside! He receives a visit from Fili, who is finally awake, and the two of them have a touching uncle-nephew heart-to-heart that makes Thorin feel a little uncomfortable to begin with... and a lot more uncomfitable to end with!

Thorin opened his eyes, wondering how long he’d been sleeping. The bed was soft and fluffy, and the spider queen had not lied about the comfort of their lodgings. He’d had the best night’s sleep of his life – good enough to almost make up for the wholly unpleasant manner of his arrival there – carried up through the abyss in a huge hairy spider’s slavering mandible.

At least the ascent had been dark, so he couldn’t see how high up he’d been – even though he could sense it.

But neither could he now see where his beloved nephews were. The spiders had taken them to separate quarters in the same burrow, and the dwarf king was left with a knot of worry in his stomach, wondering what that awful woman might be telling each of them right now.

She’d read his mind, and found his secret.

And now she would use it against him – to name her price for the jewels of his people, the gold of his family’s vaults, and probably even the shirt on his own back.

There was a knock at the door, and Thorin frowned, still feeling unsure of himself in the dimly lit chambers. He didn’t even know if it was day or night.

“Enter.”

He tried to sound stern, and wondered why his captor even bothered knocking on the door at all.

But it wasn’t the spider queen who came padding through the doorway. It was his golden haired nephew.

“Fili, you’re awake!”

Thorin heard the note of surprise in his voice, and shivered, remembering how worried he’d been for his chosen heir.

How anxious he remained for both of his sister’s sons.

The young dwarf nodded wearily and closed the door behind himself.

“I think they drugged me with something, uncle. I had some horrible dreams. And then I woke up in a bed, in a room like this – just down the hall, beside Kili’s room.”

Thorin inhaled sharply.

“How is your brother? Have you spoken to him? Has he said… anything?”

The fair haired dwarf shook his head and sat down on the end of Thorin’s bed with a sad expression on his face.

“No. He’s still asleep, uncle. Did they drug him too?”

His nephew turned to him, his blue eyes wide with alarm and concern.

“What do they want with us? What’s going on?”

The dwarf king shook his head angrily.

“They are playing games with us, Fili. They mean to try to frighten us with threats – and lies. Nothing they say can be trusted. Don’t listen to anything they tell you.”

His chosen heir nodded slowly.

“But… what do they want? Are they working for the elven king? Or for greedy menfolk?”

Thorin stared at the bed sheets, hearing the question loud and clear in his favored nephew’s voice.

_Will they let us go?_

But Thorin suspected he already knew the answer to that. And he didn’t want to scare his nephew without due cause.

“I do not know, Fili. They have made no demands of me. But I am sure your mother – and Dwalin and Balin – are already in receipt of some expensive ransom notes.”

The younger dwarf stiffened on the bed, and stared at the floor.

“Then they are nothing but thieves.”

Thorin nodded slowly, finally meeting his nephew’s clear blue eyes, sensing he had reassured the lad.

“It would appear so.”

He allowed himself to relax too. Fili had obviously not come here in anger, ready to start a fight after hearing salacious rumors about his uncle’s erotic misdeeds.

And the young prince seemed willing to accept Thorin’s promptings to disregard any gossip that may come spilling from the woman’s mouth.

Perhaps his secret was safe.

The young prince turned round with a sigh, and stared at him directly.

“If only one of us leaves here, uncle – it should be Kili.”

Thorin blinked.

“Whatever do you mean, Fili? We are a family. We will leave this place together, with nobody left behind.”

But the fair haired dwarf shook his head again.

“Whatever they want with us, my brother should have no part in it. You must do whatever it takes to keep him safe, uncle!”

There were tears forming in the eyes of his chosen heir.

“He shouldn’t be here!”

Thorin was shocked.

He had thought his chosen nephew was reassured, but it was evidently not so. And the sight of Fili’s distress made him feel like a failure.

His eldest nephew was not fooled about their situation, and just for a second, Thorin was reminded of the child that Fili had once been – always emotional, always protective of his younger brother.

Always looking to his uncle for help. For guidance.

And always being denied, because Thorin refused to engage with his emotions like his sister’s sons did.

He watched silently, as Fili lifted his hands to his eyes, hiding the tears, and knew from bitter experience that his nephew’s worry could turn to rage in the blinking of an eye. His feelings were always on the surface, and he never bothered hiding them in front of his own kin.

“None of us should be here, Fili.”

He shifted closer to the fair haired dwarf, and reached a hand out to the lad’s shoulder.

“I promise you, I will do whatever it takes to ensure our freedom. And I have every faith that our friends outside will do whatever it takes as well.”

The fair haired dwarf leant into him, and Thorin allowed Fili’s blonde head to rest on his chest, letting the lad sob quietly, wondering what the rest of his company would make of such a scene.

In front of the others, Thorin would never allow Fili to act in such a way. But then again, in front of the others, Fili would not even try. Unlike his younger brother, Fili was wise enough to keep his emotional outbursts confined to within their royal circle.

He would make a fine king one day. If they ever got out of here and reclaimed Erebor.

Thorin took a deep breath, and reached a hand hesitantly to Fili’s head, stroking the dwarf’s hair gently. Touching him in this way seemed the right thing to do, but it had been years since his chosen heir had opened up to him like this – and there was a slight tremor to Thorin’s hand.

The dwarf in his arms was fully grown now, and his hair smelled enticing to Thorin – like a mixture of his own scent and that of his handsome blonde father.

If Thorin were to close his eyes, he could almost have been holding his long-dead lover, and the realization hit the dwarf king hard enough to make him shudder.

And in his arms, Fili stirred.

“Am I letting you down, uncle?”

The golden haired dwarf turned to stare at him with hurt shining in his eyes.

“Am I not being princely enough to please you?”

Thorin just stared back, his mouth hanging open, unsure what he was being accused of now.

“You make me nothing but proud. You could never disappointment me.”

He saw the distrust flicker across those blue eyes and shook his head.

“What’s wrong, Fili? What troubles you?”

But the blonde dwarf just sighed.

“If I’d not lost my sword so easily, maybe we’d have escaped by now. I’ve let everyone down, and we both know it. You’re angry with me.”

Thorin was stunned. He had no idea how his eldest nephew had acquired this reading of his attitude, but it was not true, not at all.

“No, Fili. If I’m angry with anyone, then it is myself. You are not to blame for any of this, but I’m your king, I’m your leader, and I had no idea that these women – these _spiders_ – even existed!”

His nephew said nothing, still pressing his head into Thorin’s chest.

“I want to be worthy of you, uncle. I want to be worthy enough to be your heir. And I failed you.”

Thorin shook his head, half desiring to stroke the golden hair once more, but half afraid of the direction of Fili’s mood.

“You didn’t fail me.”

“But I feel like I did, uncle. I feel like I let us all down.”

In his arms, the younger dwarf twisted around to look right at him again.

“Tell me what I can do to prove myself, uncle.”

Thorin blinked, seeing nothing but sincerity in those blue eyes.

“Tell me what I can do to please you now.”

Thorin sighed, wondering what on earth he could honestly say that would not cause alarm and outrage.

“You don’t have to do anything, it’s not – ”

But the words failed him as he felt a warm hand clutch at his knee.

“I want to please you, uncle. As much as my father did.”

Thorin froze, hearing his nephew’s words but not understanding them.

He felt his cheeks burning, as the blood in his veins pumped harder and sent a dizzying tremor across his chest.

His nephew was staring at him with an odd, almost predatory expression – watching intently for signs of reaction on the dwarf king’s face – and there was something troubling about that stranger’s gaze coming from his beloved heir’s eyes.

“Fili, you don’t have – ”

But the hand on his knee was on the move.

The blue eyes were locked on his the whole time, as that warm hand slid up the inside of his thigh – leaving Thorin in little doubt of what his favored nephew was insinuating.

He didn’t know whether to be disgraced or grateful for these uninvited attentions.

All these months he’d been quietly sizing up the maturity of his two younger kinsmen – noticing what formidable warriors they were becoming, how strong and capable they were now as leaders – and how handsome and enticing their young bodies had become to the eyes of an older dwarf such as himself.

But never had he considered for a moment that either of his nephews would have noticed his furtive looks. Or would behave in such a licentious way as this – teasing his affections with the promise of… of what exactly?

He tried to collect his thoughts.

“Fili, what are you doing?”

There was a smile on his nephew’s lips now – a cruel smile. One that Thorin had never seen before on his golden haired heir.

“Whatever you want me to do, uncle.”

Fili lifted his head, bringing his lips close to Thorin’s ear so that the dwarf king could feel his nephew’s warm breath and blonde beard hair tickling at his neck.

“I know what you used to do to my father, Thorin.”

The dwarf king swallowed.

“Wouldn’t you like to do it to me as well?”

The warm mouth drew closer, and Thorin felt the bristle of Fili’s moustache inside his ear.

“You could compare us both, Thorin – see who’s a better fit for you.”

Thorin gasped and drew away sharply, shocked by the implication in his nephew’s suggestion. He had always taken Fili for a more innocent dwarf, incapable of speaking to anyone in this calculated fashion – but it not only seemed that Fili was capable of it, it seemed he was enjoying it.

The golden haired prince was smiling over at him, evidently amused by his uncle’s reaction, and Thorin felt a sudden flash of anger at being manipulated like this by his younger heir.

Who did Fili think he was, to talk to his king like this – to suggest that these scandalous, wicked acts between them would please his uncle – and to offer himself up like this for Thorin’s pleasure?

But Thorin – despite himself – felt a desperate curiosity awaken within himself too.

And he could see from the sly smile on Fili’s face that they both understood the truth of the situation.

What was the point in lying now?

“What you suggest, Fili – it’s _wrong.”_

But his nephew did not appear to be listening.

With a lazy smile, Fili was unlacing his shirt – and pulling it over his head before Thorin could say anything else.

And all Thorin could do was stare at the pale skin and golden hair of his nephew’s chest.

“What a king commands is not wrong, Thorin.”

Fili reached out to take his hand, and Thorin felt the warmth of his nephew’s flesh as his fingers were pressed against one small pink nipple.

And Thorin felt his hand clasp around that warm flesh, and heard his blood pump harder in his ears. And judging by the light-headed sensation of blankness in his mind, he knew exactly where that blood was going.

He felt himself stiffening uncomfortably inside his pants, and was seized with an urge to let go, and break free of these travelling clothes, and petty objections, and moral concerns. He was a king after all – he could do what he liked – what his nephew said was perfectly true.

And right now what he wanted to _do_ was his nephew.

But the saner part of his mind still tried to call to him, through the fog of his own twisted lust.

“We shouldn’t, Fili. You don’t know what you’re asking for. I’ll hurt you.”

The younger dwarf seemed to hesitate, his smile fading for a second.

“If it pleases you to hurt me, uncle, then I am yours to command.”

Thorin’s breath faltered audibly, and his grip tightened on his nephew’s flesh.

The dwarf king had no choice – not any more. His nephew was bringing this on himself, and if the young lad wanted to be broken in like this by goading his uncle on – then Thorin was not going to soften the blow.

His nephew would get what he’d asked for. And Thorin would teach him some respect.

“Take you pants off, Fili.”

His tone was low, and breathless.

The smug smile left the young dwarf’s face, as he heard his uncle was serious. But as always, he obeyed his king without question, letting his clothes fall to the floor and meeting his uncle’s gaze with those bright blue eyes.

And even now, Thorin felt like he was being mocked. As if there was some insolence in those eyes – some knowing, teasing boast that Fili was making at his expense. And by Mahal, it was both infuriating him and turning him on in equal measure.

Fili’s father had never shown this objectionable side – he had been a commoner – submissive and accepting of his place under the king-to-be. But Fili was a prince, and despite what he might say out loud, his movements did not betray any sign of deference to Thorin.

“Get on your knees, Fili. On the floor.”

The prince hesitated.

“It would be better if I lay on the bed and – ”

But Thorin would hear none of it.

“On the floor. Now.”

He hardly recognized the rasp in his voice – and hardly recognized what he was even doing – as he pushed his nephew to the floor, and began fumbling with his own belt.

“Let me help you, uncle. I can – ”

“On your knees, Fili. Not another word.”

The golden haired dwarf threw him a haughty smile, and stretched out on all fours, understanding that his uncle’s eyes were roving all over his muscled young body.

And Thorin tried to breathe deeply, as he stared hard at that pleasing vision – of his favored heir stripped of clothing and on his knees for his king. That perfect bare butt was raised and ready, just like he’d imagined it to be in his fantasies – but here it finally was.

Fili was finally silent, finally compliant – and finally ready to receive his uncle’s attentions.

Realizing there was no grease – no oil – Thorin steeled himself for what he knew was coming. It would hurt him to do it – but not as much as it would hurt Fili – and he was looking forward to hearing his nephew wail as he took his king at his word.

Without bothering to fully remove his pants, Thorin took hold of himself, and hunched over his nephew’s ass, realizing that the lad was breathing just as heavily as he was – his anticipation of what might come next was causing his body to tremble slightly on the floor.

And with a smug smile of his own, Thorin finally let go of himself.

He’d fucked many dwarves – and men – and even the odd hobbit – in his time. Sometimes he’d fucked them softly, and lovingly – and enjoyed the sweetness between them. Sometimes he’d fucking them hard, and fast, savoring their masculinity and eager to hear their savage grunts. Sometimes he’d even been fucked by them, so he knew all about how much the first time would hurt. Even if that partner was gentle and slow.

So Thorin was slow – at first. Without any grease to hand it was the only way. But as soon as Fili’s body was opened – as soon as his nephew’s beguiling whimpers were broken through and Thorin felt himself deeply embedded inside the warmth of his nephew’s passage – he quickened his pace and took his pleasure less quietly.

He’d ordered his nephew to not speak a word – and the dwarf prince obeyed as ever.

But he did groan, and whine, and wriggle beneath the dwarf king’s bulk, for the whole time he was being fucked.

Thorin had no interest in hurting the lad, but he wouldn’t hold back either – his golden-haired prince had promised to please him in this depravity, and the dwarf king would see to it that he did.

And when Thorin finally blew his rocks off inside Fili’s body, and heard himself groan in the sick pleasure even while his nephew swayed dizzily beneath him, he allowed himself a smile of approval.

His nephew lay beneath him, broken in and panting, and Thorin closed his eyes to savor the pleasurable moment of their coupling. He’d deflowered his eldest nephew, and he couldn’t wait to see those blue eyes again – to see whether that haughty spark was still there – or whether Fili needed another lesson in respecting his elders.

But as Thorin opened his eyes, he felt the air catch at the back of his throat in horror.

It was not golden-haired Fili lying underneath him.

It was the black-haired spider queen!

Thorin felt himself collapse to the ground in shock.

And as he watched, transfixed with confusion, the woman Portia rose to her feet, and laughed in his face.

“Oh Thorin, don’t look so surprised! Didn’t you enjoy your tender moment with young Fili?”

The dwarf king sat on the floor, the strength going out of him in an instant.

“It was you… all along?”

The woman nodded, pleased.

“What’s the matter? You had a good time. And I had a good time. Did you really think your handsome young nephew would seduce a filthy old dwarf like yourself?”

She laughed out loud at the absurdity of it all.

“I’m sorry for the trickery, Thorin. But it was necessary. And by the time I leave this room, I can guarantee you will have forgotten all about it!”

The dwarf king’s eyes narrowed.

“You bitch, of course I’ll not forget this mockery! This… deception. And I will have my revenge, you can be assured of that. When my friends get me out of here, I’ll punish you for this – ”

“Yes, I’m sure you will. _When_ you get out.”

The woman absentmindedly picked up her robes from the floor, and draped them over her head.

“I shall see you soon, Thorin – but now it’s time to pay a little visit to my sisters, and see how they are getting on with your nephews.”

The woman winked at him, and made for the door.

“Wait, stop – come back, what are you going to do to my nephews?”

But the door was already closing, and though the dwarf king ran after the woman and yanked hard on the brass door knob, it wouldn’t move at all under his hand. And so the door remained closed, imprisoning him in the little room, with no way to warn Fili and Kili about the spider queen’s sisters!

And with a shiver, the dwarf king looked around the room, his confusion growing.

What was he doing here again? Where had Fili gone?

And as if under a spell, he staggered over to the bed, and tucked himself up under the sheets, soon falling into a light doze, where all thought of the woman were expunged completely from his mind, and all he heard echoing round his thoughts were those savage grunts of lust from his occupation of his golden haired nephew’s juicy young body…

**Notes for the Chapter:**

> So Queen Portia has successfully got her claws into Thorin and had her wicked way with him! But to what dastardly purpose could this be? And why the need for all the mind games when Thorin will quite obviously shag anything?? All will be revealed in the next installments...


End file.
